Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, Scopus BioPharma Inc. (the "Company") has not satisfied
certain requirements for continued listing of the Nasdaq Stock Market LLC
("Nasdaq"), including: (i) the minimum Market Value of Listed Securities; (ii)
the minimum Market Value of Publicly Held Shares; and (iii) the minimum closing
bid price. As also previously disclosed, the Company had a hearing, on August
25, 2022, with the Nasdaq Hearings Panel (the "Panel") at which the Panel
considered the Company's plan for regaining compliance with Nasdaq listing
standards (the "Compliance Plan"). By letter dated September 13, 2022, Nasdaq
informed the Company of the Panel's decision directing that the Company's
listing be transferred to the Nasdaq Capital Market and that the Company's
common stock would continue to be listed on that market subject to, among other
things, the Company satisfying the Compliance Plan. As reported on December 2,
2022, the Company failed to comply with, among other things, milestone dates
included in the Compliance Plan. In response to the Company informing the Panel
of an inability to complete a specified financing transaction by a subsequent
milestone date, the Panel informed the Company, by letter dated December 15,
2022, of its determination to delist the Company's common stock from Nasdaq.
Such letter further informed the Company that Nasdaq will complete the delisting
after, among other things, the lapsing of applicable appeal periods and that
trading of the Company's common stock on Nasdaq will be suspended effective at
the open of trading on December 19, 2022.
The Company anticipates that, upon suspension of trading on Nasdaq, its common
stock will commence trading on one of the markets operated by the OTC Markets
Group under its existing ticker symbol "SCPS". The Company has submitted an
application for trading of its common stock on the OTCQB Venture Market (the
"OTCQB"). The OTCQB requires, among other things, that companies be current with
and otherwise satisfy applicable reporting requirements. The Company intends to
continue to comply with applicable reporting requirements under the Securities
Exchange Act of 1934. There can be no assurance that the Company's application
to trade on the OTCQB will be approved on a timely basis or at all or that the
Company will be able to satisfy reporting and other applicable requirements.
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